UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 25, 2008
TARRANT APPAREL GROUP
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-26006 95-4181026
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(Address of Principal Executive Offices) (Zip Code)
(323) 780-8250
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On April 25, 2008, Gerard Guez and Todd Kay, founders and executive
officers of Tarrant Apparel Group, announced to our Board of Directors their
intention to acquire the outstanding publicly held shares of Tarrant for $0.80
per share in cash in a going private transaction. In connection with the
proposed acquisition, our Board of Directors has formed a special committee of
the Board to consider the acquisition proposal. The Special Committee is
comprised of Mitchell Simbal and Joseph Mizrachi, who will serve as Co-Chairmen
of the committee, and Milton Koffman and Simon Mani. The Special Committee is in
the process of interviewing legal counsel and investment bankers to assist the
committee in its consideration and evaluation of the acquisition proposal.
A copy of the letter to the Board from Messrs. Guez and Kay announcing
their intention to acquire the Company is attached as Exhibit 99.1. A copy of
the press release of Messrs. Guez and Kay publicly announcing the proposed
acquisition is attached as Exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Letter from Messrs. Guez and Kay to the Board dated
April 25, 2008.*
99.2 Press Release dated April 28, 2008, published by
Messrs. Guez and Kay.*
* This exhibit is furnished, not filed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TARRANT APPAREL GROUP
Date: May 2, 2008 By: /S/ PATRICK CHOW
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Patrick Chow, Chief Financial Officer
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